1 REIMBURSEMENT AGREEMENT
BETWEEN THE CITY OF FRESNO AND SELF-HELP ENTERPRISES FOR COST
SAVINGS RELATED TO LA HACIENDA MOBILE HOME PARK
This Reimbursement Agreement (Agreement) is entered into this ___day of June, 2025, by and between the City of Fresno, a municipal corporation, (City), and Self- Help Enterprises, a California non-profit public benefit corporation (Developer).
RECITALS
WHEREAS, Developer intends to acquire La Hacienda Mobile Home Park located at 104 East Sierra Avenue, Fresno, CA 93710 (Property) and act as the owner/developer to develop, construct, rehabilitate, and operate the Property with up to 58 units preserved as affordable housing (Project); and
WHEREAS, Developer and City have entered into previou s agreements to assist in acquiring the Property and constructing the Project; and WHEREAS, Developer has identified cost savings on the Project in the amount of $200,000 (Cost Savings); and
WHEREAS, upon close of escrow on the Property , the partie s have agreed that Developer shall reimburse the City for its Cost Savings; and WHEREAS, this Agreement will be administered fo r the City by its City Manager or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual covenants herein contained, and such other and further consideration as is hereby acknowledged, the parties agree as follows:
1. DEVELOPER’S REIMBURSEMENT OF COST SAVINGS TO CITY
Developer shall reimburse City in the amount of Two Hundred Thousand Dollars ($200,000) associated with Developer’s Cost Savings on the Project. Developer’s payment to City is due, in full, within thirty (30) days of Developer’s close of escrow on the sale of the Property.
2. EFFECTIVENESS, DURATION AND TERMINATION
This Agreement shall be effective upon its complete execution by the parties’ authorized agents and shall terminate upon Developer’s reimbursement of its Cost Savings to the City, or upon mutual written agreement of the Parties hereto. Upon such termination, all rights and obligations of each party under this Agreement shall cease as of the Effective Date of Termination, except for those specific obligations that shall survive termination as set forth herein.
3. COMPLIANCE WITH GOVERNING LAW
Each party shall comply with all federal, state and local laws, rules and regulations in its pursuit hereof. No party in its performance of this Agreement shall employ discriminatory Docusign Envelope ID: 2AF4258A-6597-4F93-A7D1-D793F8C9FD64 Docusign Envelope ID: 2A56D0BA-F9CD-453F-A375-9C83848C2C5B Docusign Envelope ID: 84170BB5-84F4-447D-A456-BE6453AA1C7D 2 practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, and ethnicity, status as a disabled veteran or veteran of the Vietnam era.
4. CAPACITY OF CITY AND DEVELOPER
Each party is acting in an independent contractor capacity. Nothing in this Agreement and nothing in the course of dealings between the parties hereunder shall be deemed to create any fiduciary relationship, trust, partnership, joint venture, agency or emp loyment relationship, jointly and severally.
In addition, and without limitation, each party shall be solely responsible for all matters relating to payment of its employees, including, but not limited to, compliance with applicable social security withholding, workers' compensation insurance, benefits and all other regulations governing such matters. Personnel supplied by City will not for any purpose be considered employees or agents of the Developer. The City assumes full responsibility for the actions o f such personnel while they are performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), disability be nefits and the like, as applicable. Conversely, personnel supplied by Developer will not for any purpose be considered employees or agents of the City.
Developer assumes full responsibility for the actions of such personnel while they are performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), disability benefits and the like, as applicable.
The City and Developer agree and acknowledge that their relationship is strictly and solely that of an independent contractor to each other. The City's employees and/or agents are not entitled to any employee benefits or insurance, including without limitation any health care, worker's compensation, unemployment or disability benefits, to be provided by Developer. Developer agrees and acknowledges that Developer's employees and/or agents are not entitled to any employee benefits or insurance, including without limitation any health care, worker's compensation, unemployment or disability benefits, to be provided by the City.
The parties further agree and acknowledge that each party is solely responsible for determining the method and means by which it will fulfill its obl igations hereunder. Each shall be solely responsible for payment of all sales, use, or other taxes assessed against or associated with the performance of each party's respective obligations or on the exercise of their rights under this Agreement, including without limitation income, payroll or employment-related taxes and payments.
Neither party shall engage any person or entity to serve in any capacity or incur any expense or obligation on behalf of the other , without the prior written consent of both parties.
5. ATTORNEY'S FEES
If a party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding Docusign Envelope ID: 2AF4258A-6597-4F93-A7D1-D793F8C9FD64 Docusign Envelope ID: 2A56D0BA-F9CD-453F-A375-9C83848C2C5B Docusign Envelope ID: 84170BB5-84F4-447D-A456-BE6453AA1C7D 3 or action shall be entitled to recover reasonable attorney's fees and legal expenses from the other party.
6. NOTICES
Any notice required or intended to be given to a party under the terms of this Agreement shall be in writing and shall be deemed to be duly delivered the earlier of (a) actual receipt by personal delivery to the representative (as defined herein), as the case may be, or in lieu of such personal service, by way of Federal Express, DHL, or other similar courier addressed to such party at the appropriate address set forth herein, (b) the date of receipt by facsimile to the City or Developer, or (c) three business days after the date of mailing (postage pre paid return receipt requested). Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other.
7. BINDING
Once this Agreement is signed by all the parties, it shall be binding upon, and shall inure to the benefit of, the parties, and each party's respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. The terms and conditions of this Agreement, express or implied, exist only for the benefit of the parties to this Agreement and their respective successors and assigns as set forth in Section 8. No other person or entity will be deemed to be a third-party beneficiary of this Agreement.
8. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns. This Agreement is personal to the parties and there shall by no assignment by either party without the prior written consent of the other party, such consent to be given or withheld in such other party’s sole discretion.
9. WAIVER
The waiver by any party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement.
No provisions of this Agreement may be waived unless in writing and ap proved by and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.
No action or omission by either party shall constitute a breach of this Agreement unless the injured party first notifies the other party of the purported breach in writing setting forth the alleged breach or default and said party does not cure the same within a reasonable period of time. The payment of any fee or compensation or performance of any obligation hereunder by either party shall not constitute a waiver of any breach by the other party or of any of the rights and remedies which either party may have as a result of such breach.
No waiver by either party of breach of the Agreement shall be implied from any failure by the other party to take action on account of such breach if such breach persists or is repeated. Waivers by either party of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.
Docusign Envelope ID: 2AF4258A-6597-4F93-A7D1-D793F8C9FD64 Docusign Envelope ID: 2A56D0BA-F9CD-453F-A375-9C83848C2C5B Docusign Envelope ID: 84170BB5-84F4-447D-A456-BE6453AA1C7D 4 10. GOVERNING LAW AND VENUE
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno, California.
11. HEADINGS
The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.
12. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions.
13. INTERPRETATION
The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning.
14. REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants to the other party, and agrees, that it has the full power and authority to enter into this Agreement and perform each of its obligations hereunder, and it is legally authorized and has obtained all necessary regulatory approvals for the execution, delivery, and performance of this Agreement.
15. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. Delivery by a party to the other party of an executed counterpart of this Agreement may be by facsimile, email, or other electronic means and shall be an original as against the party whose signature appears on such counterpart.
16. ENTIRE AGREEMENT
It is mutually understood and agreed that the foregoing constitutes the entire Agreement between the parties. Any modifications or amendments to this Agreement must be in writing signed by an authorized agent of each party.
Docusign Envelope ID: 2AF4258A-6597-4F93-A7D1-D793F8C9FD64 Docusign Envelope ID: 2A56D0BA-F9CD-453F-A375-9C83848C2C5B Docusign Envelope ID: 84170BB5-84F4-447D-A456-BE6453AA1C7D 5 IN WITNESS THEREOF, the parties have caused their authorized agents to execute this Agreement as of the date first set forth above:
CITY OF FRESNO,
a California municipal corporation
By:
Name: Georgeanne A. White
Title: City Manager
(Attach notary certificate of acknowledgment)
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Name: Tracy N. Parvanian Date
Title: Assistant City Attorney
ATTEST:
TODD STERMER, MMC
City Clerk
By:
Date
Deputy
SELF-HELP ENTERPRISES,
a California nonprofit public benefit
corporation
By:
Name:
Title:
(If corporation or LLC., Board
Chair, Pres. or Vice Pres.)
(Attach notary certificate of acknowledgment)
By:
Name:
Title:
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
(Attach notary certificate of acknowledgment)
Addresses:
City of Fresno
Planning and Development Department,
Housing Finance Division
2600 Fresno Street, Room 3065
Fresno, CA 93721
Addresses:
Self-Help Enterprises
Attn: Thomas J. Collishaw, President/CEO
8445 West Elowin Court
Visalia, CA 93291
Docusign Envelope ID: 2AF4258A-6597-4F93-A7D1-D793F8C9FD64 Betsy McGovern-Garcia
Assistant Secretary
CEO
Thomas J. Collishaw
Docusign Envelope ID: 2A56D0BA-F9CD-453F-A375-9C83848C2C5B 6/5/2025
Docusign Envelope ID: 84170BB5-84F4-447D-A456-BE6453AA1C7D